Terms of Service

Last updated: January 2025

1. Acceptance of Terms

By engaging ToughDev Studio for engineering, consulting, development, or related services (“Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You must accept these terms before any paid work can begin. If you are entering into this agreement on behalf of an organization, you represent that you have authority to bind that organization.

2. Scope of Work

All Services will be performed according to the mutually agreed scope, proposal, or statement of work (“SOW”). Changes in requirements, hardware, features, or timelines may necessitate additional work or revised estimates. Delivery dates are estimates and may shift due to technical complexity, hardware availability, or client delays.

3. Payment Terms

Payment terms are defined in the proposal or SOW. Work may require deposits, milestone payments, or prepaid hourly blocks. ToughDev Studio may pause or discontinue work if invoices become overdue. No deliverables, licenses, or usage rights transfer until all outstanding balances are paid in full.

Costs for specialized equipment, tools, components, or shipping may be billed separately.

4. Client Responsibilities

Clients must provide accurate information, required system access, timely feedback, test hardware when applicable, and any other resources necessary for project completion. Delays in providing required materials may extend delivery timelines.

5. Intellectual Property

Unless otherwise stated in the project agreement, ToughDev Studio retains ownership of all background intellectual property, reusable components, engineering methods, internal tools, and pre-existing software or documentation used during the engagement.

Deliverables created specifically for your project become licensed or assigned to you once all project fees have been paid in full as outlined in the proposal or SOW.

Any software, firmware, schematics, documentation, data, or hardware that you provide for evaluation, testing, debugging, or integration remains your property. You grant ToughDev Studio a limited, non-exclusive right to use such materials solely for the duration and purpose of performing the agreed Services.

Upon request, ToughDev Studio may return physical hardware after project completion. You are responsible for all shipping, insurance, customs, and associated fees. If no return request is made within 60 days, ToughDev Studio may securely dispose of the hardware.

6. Confidentiality

Both parties agree to keep all non-public information confidential unless disclosure is required by law or explicitly authorized in writing.

ToughDev Studio agrees that any work produced for you — including documentation, code, test results, research notes, diagrams, and engineering findings — will not be shared with third parties without your written permission, except where legally required.

7. Warranty & Limitations

Engineering work is performed on a best-effort basis. Because embedded systems, legacy hardware, and custom electronics inherently carry uncertainty, ToughDev Studio does not guarantee uninterrupted operation, defect-free performance, or compatibility beyond what is explicitly agreed in writing.

8. Limitation of Liability

To the maximum extent permitted by law, ToughDev Studio is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of data, revenue, equipment damage, downtime, or business interruption.

Our total cumulative liability for any claim relating to the Services shall not exceed the total amount actually paid by you for those Services.

9. Termination

Either party may terminate a project with written notice, subject to any termination conditions specified in the proposal or SOW. You remain responsible for payment of all work completed up to the termination date, including minimum fees, milestones, and non-refundable charges defined in the proposal.

10. Governing Law

These Terms are governed by the laws of the jurisdiction in which ToughDev Studio operates, without regard to conflict-of-law principles.

11. Agreement

By requesting, purchasing, or engaging our Services, you acknowledge that you have read, understood, and agreed to these Terms of Service.